Invitation to Elcoteq SE´s Extraordinary General Meeting
(Thomson Reuters ONE) - Elcoteq SEStock Exchange ReleaseJanuary 22, 2010 at 9.30 am (EET)As a result of the absence of quorum during the Extraordinary General Meeting ofthe Company on January 22, 2010 before Ma?e Martine SCHAEFFER, notary inLuxembourg, the shareholders are invited to attend a second ExtraordinaryGeneral Meeting of the Company scheduled to take place at 12:00 p.m. CET onFebruary 23, 2010 (the "EGM"). This second Extraordinary General Meeting of theCompany will validly deliberate and decide on the same agenda without any quorumrequirement, meaning regardless of the number of shares present or represented.The EGM will be held in Luxembourg, at the premises of Elcoteq SE, 19, rueEug? Ruppert, L-2453 Luxembourg.Registration of the participants and distribution of voting coupons will startat 11:00 a.m. CET on the same day.The meeting will be held before a notary, Ma?e Martine SCHAEFFER, notarypublic in Luxembourg or any replacement notary thereof.The agenda of the EGM will contain the following items:1) Decrease of the share capital of the Company from its current amount of eightmillion nine hundred and forty-four thousand eight hundred and seventy-fourEuros (EUR 8,944,874) to two million two hundred and thirty-six thousand twohundred and eighteen Euros and fifty cents (EUR 2,236,218.50), by allocating thebalance of six million seven hundred and eight thousand six hundred andfifty-five Euros and fifty cents (EUR 6,708,655.50) to a special reserve or toabsorb the losses of the Company, through the reduction of the par value of eachseries A share from forty cents (EUR 0.40) each to ten cents (EUR 0.10) each andaccordingly amendment of article 13 of the articles of association of theCompany;2) Decrease of the par value of each series K share from four cents (EUR 0.04)each to one cent (EUR 0.01) each and accordingly amendment of article 14 of thearticles of association of the Company;3) Increase of the authorised share capital of the Company from its currentamount of twenty million Euros (EUR 20,000,000) up to two hundred million Euros(EUR 200,000,000) and accordingly amendment of article 21 of the articles ofassociation of the Company;4) Authorization to the board of directors of the Company to issue new sharesand convertible debts instruments within the authorised share capital of theCompany without reserving the existing shareholders a preferential subscriptionright and accordingly amendment of article 22 of the articles of association ofthe Company;5) Deletion from the Company's articles of association of the right of ashareholder to request a redemption of shares in case of a change or changes inthe ownership of the Company resulting in a shareholder holding more thanthirty-three and one third (33 1/3) percent or, as the case may be, fifty (50)percent of the shares in the Company resulting in corresponding deletion ofarticles98, 99, 100, 101, 102, 103, 104, 105, 106, 107, 108, 109, 110, 111, 112, 113 and114 of the Company's articles of association;6) Change of the date of the Annual General Meeting of the shareholders from 23March to 28 April each year and accordingly amendment of article 54 of thearticles of association of the Company; and7) Restatement of the Company's articles of association in order to reflectthose changes voted upon at the Extraordinary General Meeting of theshareholders of the Company.Note: The agenda items will be voted upon independently from each other and, asa result, some of the items may be carried whereas others are not.Authorization to the Board of DirectorsThe EGM will resolve in particular on the granting of the authorization to theBoard of Directors of the Company of the right to issue new shares in deviationfrom the shareholders' preferential subscription right within the limits of theauthorized share capital and up to an amount of two hundred million Euros (EUR200,000,000).Article 22 of the articles of association of the Company will be amended inorder to read as follows:"1. The Board of Directors is authorised and empowered to increase the currentshare capital up to the amount of the authorised capital, in whole or in partfrom time to time, within a period starting on 21 January 2010, and expiring on30 April 2012 by way of (i) subscription and payment for shares by acontribution in cash or by a contribution in kind, in particular, but withoutlimitation, the conversion of loans or other debt instruments into capital ofthe Company (ii) the capitalisation of distributable profits and reserves,including share premium and (iii) the exercise, conversion or exchange of theInstruments (as defined in sub-§ 2. below), whether the subscription and paymentof the shares as a result of the exercise, conversion or exchange of theInstruments is made by way of contribution in cash, contribution in kind orcapitalisation of distributable profits and distributable reserves, includingshare premium.2. The Board of Directors is further authorised to issue any exchangeable orconvertible bonds, or any other convertible debt instruments, or any otherinstrument convertible, exchangeable or exercisable into shares of the Company,such as rights, options or warrants without limitation (the Instruments) underany form, under any name and payable in any currency, within a period startingon 21 January 2010, and expiring on the 30 April 2012, it being understood thatany issue of Instruments may only be made within the limit of the authorisedcapital. The Board of Directors will set the nature, the price, the interestrate, the conversion rate or exchange rate of the Instruments into shares, thereimbursement conditions and any other conditions relating to the Instruments.3. As a consequence, the Board of Directors is authorised and empowered to:(i) issue the Instruments;(ii) implement the capital increase by issuing from time to time new shares tobe subscribed and paid-up by way of contributions in cash or by way ofcontributions in kind , in particular, but without limitation, the conversion ofloans, convertible or exchangeable bonds or other debt instruments into capitalof the Company;(iii) issue new shares by way of the capitalisation of the profits and reserves,including share premium;(iv) implement a capital increase by issuing from time to time new sharesresulting from the exercise, conversion or exchange of the Instruments, to besubscribed and paid by way of contribution in cash, contribution in kindincluding by the contribution of loan receivables and/or other debt instrumentswhether or not issued by the Company or capitalisation of distributable profitsand distributable reserves, including share premium and any reserve relating tothe Instruments;(v) determine the conditions attaching to any subscription of shares, includingfixing the place and the date of the issue or the successive issues of shares,the issue price, with or without a premium, and the terms and conditions ofsubscription and payment of the new shares;(vi) abolish or limit the preferential subscription right of the shareholderswhen proceeding to the issue of the Instruments and the issue of the new shares,within the limit set by the law of 10 August 1915 governing commercialcompanies, as amended;(vii) abolish or limit the rights of the shareholders (if any) to be allocatedon a pro-rata basis with shares to be issued by way of capitalisation ofdistributable profits and distributable reserves, including share premium withinthe limit set by the law of 10 August 1915 governing commercial companies, asamended: and(viii) issue new shares as compensation to directors, officers, agents, oremployees of the Company, its subsidiaries or affiliates or issue new shares tosatisfy conversion or option rights created to provide compensation todirectors, officers, agents, or employees of the Company, its subsidiaries orits affiliates."DocumentsCopies of the draft resolutions and related documentation (including a reportfrom the board of directors of the Company setting out the underlyingjustification in respective of any limitation or waiver of preferentialsubscription rights of existing shareholders as well as the proposed issue priceor issue price determination formula or pricing methodology of shares to beissued by the Company in such circumstance) will be on display for inspection bythe shareholders from 9.00 a.m. CET on January 22, 2010 on the Company'swebsite at www.elcoteq.com.The form of proxy (see the paragraph regarding Representation here below) can bedownloaded from the Company's website at www.elcoteq.comCopies of the aforementioned documents including the proxy will be mailed to theshareholders upon request and will be on display at the Elcoteq SE offices inLuxembourg and in Espoo (Finland) starting January 22, 2010.Right to Participate in the MeetingShareholders who are duly registered in the Company's shareholder register as ofFebruary 12, 2010 maintained by Euroclear Finland Ltd, shall have the right toparticipate and vote in the EGM.How to ParticipateTo participate and have the right to vote in the EGM, the registeredshareholders shall notify the Company of their attendance latest by February17, 2010 at 4:00 p.m. CET either on the Company's website www.elcoteq.com, or inwriting to Elcoteq SE, Finnish Branch, EGM, P.O. Box 8, FI-02631 Espoo, Finland,or by telefax +358 10 413 1804, or by telephone +358 10 413 2081 from 8.00 to10.00 a.m. or 12.00 to 3.00 p.m. CET.Shareholders are kindly requested to provide their name, address and telephonenumber when notifying the Company.Notification of participation must reach the Company before the notificationperiod expires.RepresentationShareholders shall exercise their rights at the EGM either in person or througha representative on the basis of a duly signed and dated proxy, or any otherdocumentation acceptable to the Company evidencing their authorisation.Any proxy, correctly filled in and dated, must reach the Company at the aboveaddress in Finland for inspection before the notification period expires onFebruary 17, 2010.Quorum/majorityIn conformity with Article 61 of the Articles of Association, the decision ofthis Extraordinary General Meeting shall be carried by the qualified majority oftwo-third (2/3) of the votes cast and of the aggregate par value of the sharespresent or represented at the meeting, taking into account that at least half ofthe series A shares and half of the series K shares needs to be present orrepresented.The agenda items will be voted upon independently from each other and, as aresult, some of the items may be carried whereas others are not.Should the quorum of half of the series A shares and half of the series K sharesnot be met, then in conformity with article 67-1 of the Law on CommercialCompanies, a second Extraordinary General Meeting will be convened, in themanner prescribed by the articles of association of the Company, by means ofnotices published twice, at fifteen days interval at least and with the secondnotice to be published fifteen days before the meeting. The second meeting shallvalidly deliberate regardless of the proportion of the capital represented. Atboth meetings, resolutions, in order to be adopted, must be carried by at leasttwo-thirds of the votes cast.Language of the MeetingThe EGM will be held in the English language.ELCOTEQ SEBoard of DirectorsFurther information:Markus Kivim?, SVP, Legal Affairs, tel. +358 10 413 1248About ElcoteqElcoteq SE is a leading electronics manufacturing services (EMS) company in thecommunications technology field. Elcoteq's global service offering covers theentire lifecycle of products, from product development to after-market services.By further combining mechanics expertise into its service offering, Elcoteq'svision is to be a leading integrated electronics manufacturing services (IEMS)company.Elcoteq provides global end-to-end solutions consisting of product developmentservices, supply chain management, NPI, manufacturing, and after market servicesfor the whole lifecycle of its customers' products. These products includeConsumer Electronics products such as mobile and wireless phones, their partsand accessories, set-top boxes, flat panel TVs and other consumer products aswell as System Solutions products such as wireless and wireline infrastructuresystems and modules, enterprise network products and other industrial segmentproducts.The Group's consolidated net sales for 2008 totaled 3.4 billion euros and itemploys approximately 11,000 persons. Elcoteq SE is listed on the Nasdaq OMXHelsinki Ltd. For more information visit the Elcoteq website atwww.elcoteq.com.[HUG#1375906] Invitation to Elcoteq SEs Extraordinary General Meeting: http://hugin.info/3033/R/1375906/337719.pdf
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